Thomas Middleditch and Matt Walsh are now on two of HBO’s most beloved comedies, Silicon Valley and Veep, but they both spent years struggling to make it in improv comedy. Middleditch in his Canadian homeland, Chicago, and a cruise ship; Walsh in Chicago, where he co-founded the Upright Citizen’s Brigade theater alongside Amy Poehler, Matt Besser, and Ian Roberts. Vulture thought they’d have a lot to talk about, so we asked them to interview each about coming up in their respective comedy scenes and what it’s like for a comedian on Silicon Valley and Veep.

Walsh: Yeah, I didn’t know you would read that. I didn’t know you followed me on Tumblr so, sorry.

Middleditch: Well you tweeted it out and provided the link, but I don’t know, it’s okay. You just pointed out my big nose and you said, I have it right here, “I bet fifty bucks that he’s got a really tiny wiener,” and that’s just hurtful because it’s not even about improv, but yeah, okay.

Middleditch: [laughs] Well, Matt, so you came out of Chicago with all those other UCB founders.

Walsh: Yeah, I did. I lived in Northern Illinois. I was in college so I would drive in my senior year and take classes at a place called Player’s Workshop, which I think at the time was the only place teaching improv.

Middleditch: It definitely seems like for a while there Chicago was this improv, and even sort of comedy, mecca. Do you feel the same way now?

Walsh: Aren’t there a bunch of people on SNL from Chicago? I feel like there is still a really good —

Middleditch: Yeah, that’s true. Vanessa [Bayer] and Aidy [Bryant] and some other people.

Walsh: So yeah, I would say that Chicago is still pumping it out.

Middleditch: [laughs]

Walsh: What about you? Tell me your journey?

Middleditch: I was fortunate enough that I started doing improv in like middle school. In Canada, where I’m from, they have something called Theatresports, which is like Comedy Sports, and it’s definitely acceptable to the youth. And you could get a team together and compete regionally and make it to provincials. But we were never very good. But I always wanted to be like Kids in the Hall. I’m like, Oh, so that’s what you gotta do. And for a while, that’s what I was pursuing. I was just like, I’m going to go do sketch. I went to theater school and dropped out and moved to Toronto just to do sketch comedy. I remember [laughs] auditioning for the Second City in Toronto and not getting in, and being impatient, like a 22-year-old impatient person being like, nothing goes quick enough.

Walsh: Did you get onstage in Second City or did you just tour?

Middleditch: The only capacity I worked with them as an employee was I did their cruise ship thing. I’m sure you know people who have gone on there, to Second City. For everyone else, Second City has this deal with Norwegian Cruise Lines where they are one of the entertainment acts, and you could do a contract with them for four months where you’re on the boat, doing a few shows a week. And the one I was on had like over 2,000 seats, it was pretty crazy, and you’re just doing old sketches. You’re doing like old Steve Carell and other Second City highlights. It was really fun, people loved it. And at least when I did it [laughs], I had five hours of work a week max. And then the rest was just free time on a boat. It was a bit weird. Did you have any weird gigs?

Walsh: Umm, I did stand-up for a few years in the beginning of the '90s when it was exploding, so I remember doing shows in people’s basement or a party for someone’s son, and doing edgy comedy that wasn’t really appropriate. Then I remember getting picked as a headliner when I wasn’t ready. And a couple of times, I just remember them putting me on, saying, “Go do 50 minutes.” And it was brutal. So I would bring friends to pad the lineup, because I didn’t really have enough material. It turned into a sketch show. It wasn’t stand-up at all. We just started doing scenes and audience interaction bits.

Middleditch: Well there’s a big element, especially with like ASSSSCAT shows, of crowd interaction at UCB. Do you think that’s sort of the end result of that?

Walsh: Yeah, we started in the early '90s. We always did challenge the audience to interact. In the early days the premise was that we would go out in the street and have a candlelight vigil for, you know, Shoeless Joe Jackson, or take an audience member on a joyride through the city and stage a hit and run that they have to witness. There were all sort of pranks, but more ambitious – we get people out of the theater and out of their seats.

And where did you go from the tour cruises?

Middleditch: Well, that came at a very interesting time. I was in Chicago, and I was thinking — again, very impatient – like nothing’s happening the way I wanted. So I was thinking about actually maybe going back to Canada and doing something else even, like going back to school. I was having a weird moment. And I said, Okay, I’ll just go on the cruise ship and figure out what you want to do. And then the first week I was on the cruise ship, Lorne Michaels came in and was like “Come in to Chicago. What are you doing on a cruise ship?”

Walsh: [laughs] Was that the biggest audition of your life, SNL?

Middleditch: Umm, it was definitely one of the most coveted. I go in fluxes as to whether I truly think SNL’s the pinnacle of comedy. But I think that it’s hard to deny that it’s the comedy gold medal, you’re just like, I did it, I’m one of the few select apples who got on the show. And I win. It sounds so competitive, [laughs] but that’s how it might feel. And I was really happy to at least get to the door and try. And definitely at that time it was the biggest deal, the biggest thing on the table.

Walsh: Yeah, that is the big thing. Everyone has a good SNL audition story. It is a big accomplishment to get that audition; I agree.

Middleditch: Yeah, even just being on that list of people who auditioned, that earns you the right to have war stories with other people. Did you do any of that stuff before you guys got the show? Like the UCB show — how did it morph into that?

Walsh: Well UCB started full-time in like ’94, with me, Ian [Roberts] and Amy [Poehler] and Matt [Besser]. Amy and I were touring with Second City, and every six months we would say we weren’t going to take another audition that would pull us away. And obviously Amy was already very interesting and popular with talent scouts. But we all committed to like, “Let’s see if we all give it six months” because we, too, wanted to be the next Kids in the Hall. We wanted to be a group with a voice. Like, we didn’t want to get parceled off and go on to MAD TV or SNL. We were in reaction to that stuff. We thought you could do a better job and have a more unique creation if you stuck around with people you knew. And we were fortunate enough that in ’96 we picked New York over L.A.

Middleditch: That’s so cool. That’s such a like keep the band together type thing.

Walsh: Yeah, we had a big meeting with Kelly [Leonard] who runs Second City, and he was discouraging us. He was like, “This never works out, you guys. If you wait here long enough you’ll get on main stage.” And we were like you, we were impatient; we didn’t want to wait. We were just like “Well, we don’t want to wait.”

Middleditch: Yeah, I would argue that, at least for me, the Second City way of doing things of like, “hunker down, and wait your turn,” is a bit antithetical to how the rest of the business works. No one’s really salivating, at least in the rest of the entertainment industry, for that guy who’s in his mid-30s who’s just getting here, but, is like, “Hey, I was on Main Stage for a while.”

Walsh: You’re right. There’s a bit of complacency. But authenticity will get you noticed quicker than being the new guy in a show that’s been running for a place that’s had 35 years of history. I can’t imagine being on SNL or going through Second City because there’s so many ghosts on the wall, if you will. It’s like a museum.

Middleditch: Oh, yeah, 100 percent. You are forced to walk by photos of all the people that are legendary.

Walsh: When you step into an organization like that you inherit a lot that isn’t yours, but if you’re creating something new and carving it out of whole cloth it’s probably harder, but you will set yourself apart quicker.

Middleditch: So, how do you like Veep?

Walsh: I was going to ask you the same question about Silicon Valley… Well, believe it or not, this is truly our best season. How about that? [laughs]

Middleditch: Alright! Can’t wait.

Walsh: [laughs] No, it’s really fun. We’re premiering the same night as you all. It’s a big night: Game of Thrones, Silicon Valley, and … I was actually onboard with your show earlier than I thought. I usually feel like first seasons take a while to catch on, but you guys did a great job of hitting your stride earlier than most shows. I was impressed. Like, I felt like our first season to second season jump was big.

Middleditch: Well, I don’t know. That may be eye of the beholder stuff. I really liked the first season.

Walsh: No, it was good. So I love doing Veep, and one thing I love is that we can improv in the rehearsal process. We can collaborate and contribute, and the writers are in the room, and then the next draft reflects a lot of what we explored in the rehearsal. Very few shows that I’ve been on has improv been used that much.

Middleditch: That’s so great. You guys do full-on rehearsals for some time before you end up shooting, is that not right?

Walsh: Yeah, we try to rehearse every script. Although, notoriously by the end of the season we’re behind and it gets a little rapid fire and you just walk on set and they hand you a new scene and you learn it. But in good faith we start the year rehearsing the scripts. But you can always say, “Oh, I wouldn’t say this.” Because all of the writers are British, we can say that we wouldn’t say that or ask if we can say it this way. And then if there’s a funny prop or a funny idea outside of the scene, you can always work that in. Everyone’s really receptive to new ideas. But you’re not really improvising once the script is in, because the production day is so hectic, as you know.

Middleditch: Yeah, of course.

Walsh: What’s the process like on your show?

Middleditch: Well, we don’t really do too much rehearsing. We’ll have a table read of the episode, and then on the day of shooting we’ll all get to one location and put it on its feet and run through it just to see where everyone’s going to be, get some notes, maybe get a couple of pitches for improv-y lines, and then go on and shoot it. I’m a sort of broken record here, but we get pretty great scripts, often with pretty heavy tech jargon, so any improv is kind of perfecting a line or trying to come up with a moment to try to color a character or just some kind of funny thing that ends up being in the show.

Walsh: Like finding a new way to play what’s already on the page?

Middleditch: Exactly. Like with Zach Woods, that entire character, a lot of it just came from improv that didn’t even make it into the show. He’s so quick and hilarious, so he’ll be like, “The pilot, he’s kind of just this guy,” and by the end of season one he’s this emasculated weirdo who’s had this secret troubled life that nobody wants to touch because it might be so dark. I love it. He totally made that character his own.

Walsh: Yeah, he plays dark really well, that guy.

Middleditch: Yeah, he plays dark with a smile on his face [laughs]. That’s like the best way…

Walsh: Did you know a lot of your castmates before the show started?

Middleditch: Yeah, what’s serendipitous about the whole thing is I knew Kumail and T.J. from Chicago, from like 10 years ago. And I knew Zach when I moved to New York. It was cool to walk in and be like, “Oh, I get to do a show with my friends.”

Walsh: Yeah, it feels like a good ensemble.

Middleditch: I will say that on a personal level you and I have never chatted, waxing poetic, waxing philosophic about this stuff, and it was an absolute joy and pleasure, sir.

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